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                FUTURE MEDICAL TECHNOLOGIES INTERNATIONAL, INC.

                             1995 STOCK OPTION PLAN

          1.   PURPOSE.  The purpose of the Future Medical Technologies
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International, Inc. 1995 Stock Option Plan (the "Plan") is to further the
interests of Future Medical Technologies International, Inc. (the "Company") and
its Subsidiaries by strengthening the desire of employees to continue their
employment with the Company and its Subsidiaries and by inducing individuals to
become employees of the Company and its Subsidiaries through stock options to be
granted hereunder.  Options granted under the Plan are options intended to
qualify as non-qualified style options.

          2.   DEFINITIONS.  Whenever used herein, the following terms shall
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have the following meanings, respectively:

               (a) "Act" means the U.S. Securities Act of 1933, as amended.

               (b) "Affiliated Corporation" means any Parent or Subsidiary.

               (c) "Board" or "Board of Directors" shall mean the Board of
Directors of the Company.

               (d) "Code" shall mean the Internal Revenue Code of 1986, as
amended.

               (e) "Common Stock" or "Common Shares" means the common stock,
$.001 par value, of the Company or in the event that the outstanding Common
Shares are hereafter changed into or exchanged for different shares of
securities of the Company, such other shares or securities.

               (f) "Committee" shall mean the Stock Option or Compensation
Committee appointed by the Board of Directors, or if no committee has been
appointed reference to "Committee" shall be deemed to refer to the Board of
Directors.

               (g) "Company" shall mean Future Medical Technologies
International, Inc., a Nevada corporation.

               (h) "Disinterested Person" shall have the meaning set forth in
Rule 16b-3(c)(2)(i) promulgated by the Securities and Exchange commission
pursuant to the Securities Exchange Act of 1934, as amended, or any amendments
or succession to Rule 16b 3(c)(2)(i).

               (i) "Employee " means any person or entity that renders bona fide
services to the Company, including, without limitations, (i) a person employed
by the Company
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or an Affiliate Corporation in a key capacity; (ii) an officer or director of
the Company or Affiliate Corporation; (iii) a person or company engaged by the
Company or an Affiliate Corporation as a consultant or advisor; or (iv) a
lawyer, law firm, accountant or accounting firm, engaged by the Company or an
Affiliated Corporation.

               (j) "Fair Market Value Per Share" of the Company's Common Stock
shall mean if the Company's Common Stock is publicly held and actively traded on
an established market the mean between the highest and lowest quoted selling
prices of the Common Stock on the date of the grant of the Option. If there were
no sales on the date of the grant of an option, the Fair Market Value Per Share:
shall be determined by the Committee. In either case, Fair Market Value Per
Share shall be determined without regard to any restrictions other than a
restriction which by its terms will never lapse.

               (k) "Option" shall mean a Non-Qualified option for one share of
Common Stock.

               (l) "Optionee" shall mean any Employee who has been granted an
option to purchase shares of Common Stock under the Plan.

               (m) "Parent Corporation" shall mean a parent corporation of the
Company as defined in Section 424(e) of the Code.

               (n) "Permanent Disability" shall mean termination of employment
with the Company or any Subsidiary Corporation or Parent Corporation with the
consent of the Company or such Subsidiary Corporation or Parent Corporation by
reason of permanent and total disability with the meaning of Section 22(e)(3) of
the Code.

               (o) "Plan" shall mean the Future Medical Technologies
International, Inc. 1995 Stock Option Plan.

               (p) "Subsidiary" means a corporation more than 50% of whose total
combined capital stock of all classes is held by the Company or by another
corporation qualifying as a Subsidiary within this definition.

          3.   ADMINISTRATION.
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               (a) The Plan shall be administered either (i) by the Board, with
the majority of the Board acting at any time consisting of Disinterested
Persons, or (ii) in the discretion of the Board, by a Committee of at least two
persons appointed by the Board, each of whom shall be directors of the Company,
and all of such members being Disinterested Persons; provided, however, that if
a majority of the Board does not consist of Disinterested Persons, the Board
shall appoint a Committee consisting of Disinterested Persons. Notwithstanding
the provisions of the immediately preceding sentence, the requirement for
disinterested Persons in

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such sentence shall not apply to any Options granted prior to the registration
of the Common Stock under Section 12 of the Securities Exchange Act of 1934, as
amended, and after such registration, such requirement shall only apply for the
grant of Options to individuals subject to Section 16(a) of such Act. The Board
may from time to time appoint members of the Committee in substitution for or in
addition to members previously appointed and may fill vacancies.

               (b) Any action of the Committee with respect to the
administration of the Plan shall be taken by majority vote or by written consent
of a majority of its members.

               (c) The Committee or the Board shall have the authority to
construe and interpret the plan, to define otherwise undefined terms used
herein, to determine die time or times an option may be exercised and the number
of shares which may be exercised at any one time, to prescribe, amend and
rescind rules and regulations relating to the Plan, and to make all other
determinations necessary or advisable for the administration of the Plan. All
powers granted herein to the Committee may also be exercised by me Board. All
determinations and interpretations made by the Committee shall be conclusive and
binding, on all Employees and on their guardians, local representatives and
beneficiaries.

               (d) The Company will indemnify and hold harmless the members of
the Board of Directors and the Committee from and against any and all
liabilities costs mad expenses incurred by such persons as a result of any act,
or omission to act, in connection with the performance of such persons' duties,
responsibilities and obligations under the Plan, other than Such liabilities,
costs and expenses as may result from the gross negligence, bad faith, willful
misconduct and/or criminal acts of such persons.

               (e) The Company will provide financial information to the
Optionees on the same basis as the Company provides such information to its
stockholders.

          4.   NUMBER OF SHARES SUBJECT TO PLAN.  The stock to be offered under
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the Plan shall consist of up to 800,000 shares of the Company's Common Stock.
If any Option granted hereunder shall expire or terminate for any reason without
having been exercised in full, the unpurchased shares subject thereto shall
again be available for purposes of this Plan.

          5.   ELIGIBILITY AND PARTICIPATION.  All Employees, as defined in
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Section 2(i) hereof, and Consultants in connection with either Non-Qualified
options, shall be eligible to receive the respective category of Options,
subject to the Committee's right to select the particular Employees who are to
receive the Options.  The Committee shall determine the Employees and
Consultants to whom Options shall be granted, the time or times at which such
options shall be granted and the number of shares to be subject to each Option.
An Employee who has been granted an Option may, if he is otherwise eligible, be
granted an additional option or Options if the Committee shall so determine.


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          6.   PURCHASE PRICE.
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          The purchase price of each share covered by each option shall be the
bid price at the time of grant of the option.  However, such purchase price may
include value for services.

          7.   DURATION OF OPTIONS.  The date of expiration of the Option and
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all rights thereunder shall be five years from the date of the grant of the
Option by the Board or the Committee.

          8.   EXERCISE OF OPTIONS.
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               (a) An Option shall be exercisable in installments or otherwise
upon such terms as the Committee shall in its discretion determine at the time
the option is granted.

               (b) No Option will be exercisable (and any attempted exercise
will be deemed null and void) if such exercise would create a right of recovery
for "short-swing profits" under Section 16(b) of the Securities Exchange Act of
1934, as amended.

          9.   METHOD OF EXERCISE.
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               (a) To the extent that the right to purchase shares has accrued,
Options may be exercised from time to time by giving written notice to the
Company stating the number of shares with respect to which the Option is being
exercised, accompanied by payment in full, by cash or by certified or cashier's
check payable to the order of the Company or the equivalent thereof acceptable
to the Company, of the purchase price for the number of shuts being purchased
and, if applicable, any federal, state or local withholding and employment taxes
required to be paid in accordance with the provisions hereof.  The Company shall
issue a separate certificate or certificates with respect to each option
exercised by an Optionee.

               (b) In the Committee's discretion, payment of the purchase price
for the shares with respect to which the option is being exercised, but not of
the amount of any withholding and employment taxes, may be made in whole or in
part with shares of Common Stock of the Company. If payment is made with shares
of Common Stock, the Optionee, or other person entitled to exercise the option,
shall deliver to the Company certificates representing the number of shares of
Common Stock in payment for the shares being purchased, duly endorsed for
transfer to the Company. If requested by the Committee, prior to the acceptance
of such certificates in payment for such shares, the Optionee, or any other
person entitled to exercise the Option, shall supply the Committee with a
written representation and warranty that he has good and marketable title to the
shares represented by the certificates, free and clear of all liens and
encumbrances. The value of the shares of Common Stock tendered in payment for
the shares being purchased shall be their Fair Market Value Per Share on the
date of die exercise of die option.


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               (c) Notwithstanding the foregoing, the Company shall have the
right to postpone the time of delivery of the shares for such period as may be
required for it to comply, with reasonable diligence, with any applicable
listing requirements of any national securities exchange or any federal, state
or local law. If an Optionee, or other person entitled to exercise an option,
fails to accept delivery of or fails to pay for all or any portion of the shares
covered by the notice of exercise, upon tender of delivery thereof, the
Committee shall have the right to terminate his Option with respect to such
shares.

          10.  NON-TRANSFERABILITY OF OPTIONS.  No Option granted under the Plan
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shall be assignable or transferable by the Optionee, either voluntarily or by
operation of law, otherwise than by will or the laws of descent and
distribution, and shall be exercisable during his lifetime only by him.  Upon
any attempted transfer of an Option contrary to the provisions hereof, the
Committee may, at its discretion, elect to terminate the Option.

          11.  CONTINUANCE OF EMPLOYMENT.  Nothing contained in the Plan or any
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option granted under the Plan shall confer upon any Optionee any rights with
respect to the continuation of his employment by the Company or any Subsidiary
Corporation or Parent Corporation or interfere in any way with the right of the
Company or any Subsidiary Corporation or Parent Corporation at any time to
terminate such employment or to increase or decrease the compensation of the
Optionee from the rate in existence at the time of the grant of an option or
interfere with the right of the Company to create another option plan.

          12.  TERMINATION OF EMPLOYMENT OTHER THAN BY DEATH OR PERMANENT
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DISABILITY.  Except as the Committee may determine otherwise:
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               (a) If an Optionee ceases to be an Employee for any reason other
than his death or Permanent Disability, any options granted to him under the
Plan shall terminate three (3) months from the date on which such optionee
terminates his employment. During such three (3) month period, the optionee may
exercise any option granted to him but only to the extent such option was
exercisable on the date of termination of his employment and did not, in the
interim, expire or otherwise become terminated as provided herein.

               (b) Termination of employment other than by death or Permanent
Disability for purposes hereof shall be deemed to take place upon the earliest
to occur of the following: (i) the Optionee's retirement under the normal
retirement policies of the Company or any Parent Corporation or Subsidiary
Corporation; (ii) the date of the Optionee's retirement with the approval of the
Company or any Parent Corporation or any Subsidiary Corporation because of
disability other than Permanent Disability; (iii) the date an Optionee receives
notice or advice that his employment is terminated; or (iv) the date an Optionee
ceases to render his services to the Company or any Parent Corporation or
Subsidiary Corporation for any reason other than death, Permanent Disability or
reasons included in (i) through (iii) inclusive of this Section 12(b), except
that absences for temporary illness, emergencies and vacations or leaves of
absence

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approved in writing by the Company or any Parent Corporation or Subsidiary
Corporation shall rot be treated as a termination of employment until the 91st
day after the absence begins or, if later, for so long as the Optionee's right
to reemployment with the Company or its Parent Corporation or Subsidiary
Corporation is guaranteed by statute or contract. The fact that the Optionee may
receive payment from the Company or any Parent Corporation or Subsidiary
Corporation after termination for vacation pay, for services rendered prior to
termination, for salary in lieu of notice, or for other benefits shall not
affect the termination date.

          13.  DEATH OR PERMANENT DISABILITY OF OPTIONEE.  Except as the
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Committee may determine otherwise with respect to any Non-Qualified options
granted hereunder, if any Optionee shall die at a time when he is employed by
the Company or any Parent Corporation or Subsidiary corporation or if the
Optionee shall cease to be an Employee by reason of Permanent Disability, any
Options granted to him under this Plan shall terminate one year after the date
of his death or termination of employment due to Permanent Disability unless by
its terms it shall expire before such date or otherwise terminate as provided
herein, and shall only be exercisable to the extent that it would have been
exercisable on the date of his death or his retirement due to Permanent
Disability.  In the case of death, the Option may be exercised by the person or
persons to whom the Optionee's rights under the option shall pass by will or by
the laws of descent and distribution.

          14.  STOCK PURCHASE NOT FOR DISTRIBUTION.  If requested by the
               -----------------------------------
Committee an Optionee shall, by accepting the grant of an Option under the Plan,
represent and agree, for himself and his transferees by will or the laws of
descent and distribution, that all shares of stock purchased upon exercise of
the option will be received and held without a view to distribution except as
may be permitted by the Securities Act of 1933, as amended, and the rules and
regulations promulgated thereunder.  After each notice of exercise of any
portion of an Option, if requested by the Committee, the person entitled to
exercise the Option must agree in writing that the shares of stock are being
acquired in good faith without a view to distribution.

               Notwithstanding any other provision hereof, the Company shall not
be obligated to issue any shares unless it is advised by counsel that it may do
so without violation of applicable federal and state securities laws and the
Company may require shares to bear a legend and may take other steps reasonably
necessary to comply with applicable laws and to limit transfer.

          15.  PRIVILEGES OF STOCK OWNERSHIP.  No persons entitled to exercise
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any option granted under the Plan shall have any of the rights or privileges of
a stockholder of the Company with respect to any shares of Common Stock issuable
upon exercise of such option until such person has become the holder of record
of such shares.  No adjustment shall be made for dividends or distributions of
rights in respect of such shares if the record date is prior to the date on
which such person becomes the holder of record, except as provided in Section 16
hereof.


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          16.  ADJUSTMENTS.
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               (a) If the number of outstanding shuts of Common Stock of the
Company are increased or decreased, or if such shares ant exchanged for a
different number or kind of shares or securities of the Company through
reorganization, merger, recapitalization, reclassification, stock dividend,
stock split, combination of shares, or other similar transaction, the aggregate
number of shares of Common Stock subject to the Plan as provided in Section 4
hereof and the shares of Common Stock subject to issued and outstanding Options
under the Plan shall be appropriately and proportionately adjusted by the
Committee. Any such adjustment in the outstanding options shall be made without
change in the aggregate purchase price applicable to the unexercised portion of
the Option but with an appropriate adjustment in the price for each share or
other unit of any security covered by the option.

               (b) Notwithstanding the provisions of subsection (a) of this
Section, upon the dissolution or liquidation of the Company or the
reorganization, merger or consolidation of the Company with one or more
corporations as a result of which the Company is not the surviving corporation,
or the sale of substantially all of the assets of the Company or more than
eighty percent (80%) of the then outstanding stock of the Company to another
corporation or entity, the Plan and each outstanding Option shall terminate;
provided, however, that: (i) each Option for which no option has been tendered
by the surviving or acquiring corporation or any parent thereof in accordance
with all of the terms and provisions of (ii) immediately below, shall become
fully exercisable subject to the provisions of Section 8(c) hereof, thirty days
before the effective date of such dissolution, liquidation, merger,
consolidation in which the Company is not the surviving corporation, or sale of
assets or stock; or (ii) in its sole and absolute discretion, the surviving or
acquiring corporation or any parent thereof may, but shall not be obligated to,
tender to any Optionee holding an Option, an option or options to purchase
shares of the surviving corporation or acquiring corporation or any parent
thereof, and such new option or options shall contain such terms and provisions
as shall be required substantially to preserve the rights and benefits of any
Option then outstanding under this Plan.

               (c) Adjustments under this Section shall be made by the
Committee, whose determination as to what adjustments shall be made, and the
extent thereof, shall be final, binding and conclusive. No fractional shares of
stock shall be issued under the Plan or in connection with any such adjustment.

          17.  AMENDMENT AND TERMINATION.
               -------------------------

               (a) The Board of Directors of the Company may from time to time,
with respect to any shares at the time not subject to Options, suspend or
terminate the Plan or amend or revise the terms of the Plan; provided that any
amendment to the Plan shall be approved by the stockholders of the Company if
the amendment would (i) materially increase the benefits accruing to
participants under the Plan; (ii) increase the number of shares of Common


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Stock which may be issued under the Plan, except as permitted under the
provisions of Section 16 hereof; or (iii) materially modify the requirements as
to eligibility for participation in the Plan.

               (b) No amendment, suspension or termination of the Plan shall,
without the consent of the Optionee, alter or impair any rights or obligations
under any Option theretofore granted to such Optionee under the Plan.

          18.  EFFECTIVE DATE OF PLAN.  This Plan shall become effective upon
               ----------------------
adoption by the Board of Directors of the Company and approval by the Company's
stockholders; provided, however, that prior to approval of the Plan by the
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Company's stockholders, but after adoption by the Board of Directors, Options
may be granted under the Plan subject to obtaining the stockholders' approval of
the adoption of the Plan. Notwithstanding the foregoing, stockholders' approval
must occur no later than twelve (12) months after the date of adoption of the
Plan by the Board of Directors.

          19.  TERM OF THE PLAN.  No option shall be granted pursuant to the
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Plan after ten (10) years from the earlier of the date of adoption of the Plan
by the Board of Directors of the Company or the date of approval of the Plan by
the Company's stockholders.



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